LA0850 - SALES AND ACQUISITIONS

SYNOPSIS OF MODULE

This module is one of the electives available to students during Stage 2 of the Legal Practice Course and forms part of the Commercial Route elective group.

The diverse content of this module covers some of the issues relevant to the successful sale and purchase of businesses in the modern world and will be of interest to any students entering commercial/corporate practice.

This module develops the following vertical pervasive themes:

1. Business and commercial awareness
2. Law in practice and professionalism

The overall aim of the module is to provide students with a sound overview of the practical, legal and taxation aspects of the sale and purchase of a business of company. At the end of the module students should be able to understand the structure of a sale and purchase and the implications for all parties on the choice of structure. They should have developed skills of analysis and be able to apply the knowledge learned in a commercial context to best meet clients’ needs.

The module is delivered by a combination of large group sessions, small group sessions, directed and independent learning. The module is assessed by examination.

SYNOPSIS OF MODULE

This module is one of the electives available to students during Stage 2 of the Legal Practice Course and forms part of the Commercial Route elective group.

The diverse content of this module covers some of the issues relevant to the successful sale and purchase of businesses in the modern world and will be of interest to any students entering commercial/corporate practice.

This module develops the following vertical pervasive themes:

1. Business and commercial awareness
2. Law in practice and professionalism

The overall aim of the module is to provide students with a sound overview of the practical, legal and taxation aspects of the sale and purchase of a business of company. At the end of the module students should be able to understand the structure of a sale and purchase and the implications for all parties on the choice of structure. They should have developed skills of analysis and be able to apply the knowledge learned in a commercial context to best meet clients’ needs.

The module is delivered by a combination of large group sessions, small group sessions, directed and independent learning. The module is assessed by examination.

INDICATIVE READING LISTS OR OTHER LEARNING RESOURCES

Main Text
M Denicola: Acquisitions, CLP

Supplementary Reading
S Beswick: Buying and Selling Private Companies And Businesses, Butterworths
W Knight: The Acquisition of Private Companies & Business Assets, Sweet and Maxwell
Ed. Kane & Sinclair on warranties and Indemnities
L Ashman On Share & Asset Sales, Sweet & Maxwell
Tolleys Purchase and Sale of a Private Companys Shares, Nexis/Lexis

Other sources of information:
Practical Law Company Corporate Law website

E-LEARNING PORTAL (Blackboard) has links to a number of related websites of either general or specialist interest

INDICATIVE READING LISTS OR OTHER LEARNING RESOURCES

Main Text
M Denicola: Acquisitions, CLP

Supplementary Reading
S Beswick: Buying and Selling Private Companies And Businesses, Butterworths
W Knight: The Acquisition of Private Companies & Business Assets, Sweet and Maxwell
Ed. Kane & Sinclair on warranties and Indemnities
L Ashman On Share & Asset Sales, Sweet & Maxwell
Tolleys Purchase and Sale of a Private Companys Shares, Nexis/Lexis

Other sources of information:
Practical Law Company Corporate Law website

E-LEARNING PORTAL (Blackboard) has links to a number of related websites of either general or specialist interest

OUTLINE SYLLABUS

The course consists of four main elements as set out below.

Element 1: Buying and selling businesses and companies

Students should develop a knowledge and understanding of the law involved in buying and selling businesses and companies which includes consideration of;

1. the mechanics of a sale and purchase;
2. the roles of the various advisers;
3. the practical and commercial issues relevant to the client (whether buyer or seller) and the client’s objectives;
4. the differences between an asset sale, business sale and share sale;
5. the drafting, review, amendment and negotiation of a sale and purchase agreement;
6. the effect of a sale on employees;
7. the tax and pension implications of a sale;
8. standard warranties and indemnities,
9. specific factors to consider when sale/acquisition is by way of auction; and
10. the factors which will influence the type of consideration payable for the sale/ acquisition.

Element 2: Public companies and areas of law which are particularly relevant to them on the purchase

Students should develop an understanding of the law and regulation involved when public companies are involved, this includes;

1. a comparison of public and private companies;
2. understanding the application of the city code and listing rules;
3. consideration of the rules on financial assistance and financial promotion;
4. identification of potential conduct issues and the application of the city code to solicitors;
5. the notification of share interests;
6. directors’ powers and duties;
7. allotment of shares; and
8. the continuing obligations for listed companies.

Element 3: Takeover offers and schemes of arrangement

Students should develop an understanding of the differences in law and practice involved in structuring an acquisition by way of a takeover offer or a scheme of arrangement. They should be able to;

1. discuss the advantages and disadvantages of the two takeover structures;
2. understand the timetabling implications of each takeover structure;
3. understand the application of the city code to both types of structure, and understand other regulatory issues arising;
4. appreciate the client’s objectives and the current commercial environment to evaluate how each structure would meet/fall short of these objectives; and
5. discuss the procedure and documentation relevant to each structure;


Element 4: An introduction to corporate group structures and corporate tax matters

This element includes an examination of the factors leading to the establishment of corporate groups and the associated tax and accounting implications for the group.

OUTLINE SYLLABUS

The course consists of four main elements as set out below.

Element 1: Buying and selling businesses and companies

Students should develop a knowledge and understanding of the law involved in buying and selling businesses and companies which includes consideration of;

1. the mechanics of a sale and purchase;
2. the roles of the various advisers;
3. the practical and commercial issues relevant to the client (whether buyer or seller) and the client’s objectives;
4. the differences between an asset sale, business sale and share sale;
5. the drafting, review, amendment and negotiation of a sale and purchase agreement;
6. the effect of a sale on employees;
7. the tax and pension implications of a sale;
8. standard warranties and indemnities,
9. specific factors to consider when sale/acquisition is by way of auction; and
10. the factors which will influence the type of consideration payable for the sale/ acquisition.

Element 2: Public companies and areas of law which are particularly relevant to them on the purchase

Students should develop an understanding of the law and regulation involved when public companies are involved, this includes;

1. a comparison of public and private companies;
2. understanding the application of the city code and listing rules;
3. consideration of the rules on financial assistance and financial promotion;
4. identification of potential conduct issues and the application of the city code to solicitors;
5. the notification of share interests;
6. directors’ powers and duties;
7. allotment of shares; and
8. the continuing obligations for listed companies.

Element 3: Takeover offers and schemes of arrangement

Students should develop an understanding of the differences in law and practice involved in structuring an acquisition by way of a takeover offer or a scheme of arrangement. They should be able to;

1. discuss the advantages and disadvantages of the two takeover structures;
2. understand the timetabling implications of each takeover structure;
3. understand the application of the city code to both types of structure, and understand other regulatory issues arising;
4. appreciate the client’s objectives and the current commercial environment to evaluate how each structure would meet/fall short of these objectives; and
5. discuss the procedure and documentation relevant to each structure;


Element 4: An introduction to corporate group structures and corporate tax matters

This element includes an examination of the factors leading to the establishment of corporate groups and the associated tax and accounting implications for the group.

AIMS OF MODULE

This elective aims to:

provide students with a sound overview of the practical, legal and taxation aspects of a sale or purchase of a company or a business;

introduce the students to the legal, commercial and tax implications of corporate finance within the context of a private acquisition of a company;

introduce students to the tax and accounting implications of corporate group structures;

develop students skills of legal research, including use of information technology;

develop students skills of analysis, including critical analysis; and

increase students confidence in oral communication.

It is also designed to enable students to further develop:
practical legal research and drafting skills acquired during Stage 1;
negotiation skills;
an appreciation of the financial and commercial constraints on commercial clients’s and how they influence the role of the solicitor

AIMS OF MODULE

This elective aims to:

provide students with a sound overview of the practical, legal and taxation aspects of a sale or purchase of a company or a business;

introduce the students to the legal, commercial and tax implications of corporate finance within the context of a private acquisition of a company;

introduce students to the tax and accounting implications of corporate group structures;

develop students skills of legal research, including use of information technology;

develop students skills of analysis, including critical analysis; and

increase students confidence in oral communication.

It is also designed to enable students to further develop:
practical legal research and drafting skills acquired during Stage 1;
negotiation skills;
an appreciation of the financial and commercial constraints on commercial clients’s and how they influence the role of the solicitor

LEARNING OUTCOMES

On completion of the Sales and Acquisitions elective, students should have a sound overview of the practical, legal and taxation aspects of a sale or purchase of a company or a business and should develop commercial awareness.

At the end of the course, students should:

1. Be able to understand the structure of a sale and purchase;

2. Be able to identify the significant differences between the two methods of acquisition;

3. Be able to analyse the role of the various professional advisers involved in the acquisition process;

4. Be able to understand and advise upon issues specifically relating to the buyer and the seller;

5. Be able to identify any parts of a draft sale/purchase agreement which will adversely affect their client;

6. Be able to draft, amend, review and negotiate a standard sale and purchase agreement;

7. Be aware of the employment implications of an acquisition/sale;

8. Be aware of the sources of funding open to private and public companies when acquiring private companies;

9. Be aware of the wider regulatory implication of buying and selling private companies for public limited companies;

10. Be aware of and capable of advising on any conduct issues arising in the context of sales and acquisitions; and

11. Be aware of the factors leading to the establishment of corporate groups and the associated tax and accounting implications

LEARNING OUTCOMES

On completion of the Sales and Acquisitions elective, students should have a sound overview of the practical, legal and taxation aspects of a sale or purchase of a company or a business and should develop commercial awareness.

At the end of the course, students should:

1. Be able to understand the structure of a sale and purchase;

2. Be able to identify the significant differences between the two methods of acquisition;

3. Be able to analyse the role of the various professional advisers involved in the acquisition process;

4. Be able to understand and advise upon issues specifically relating to the buyer and the seller;

5. Be able to identify any parts of a draft sale/purchase agreement which will adversely affect their client;

6. Be able to draft, amend, review and negotiate a standard sale and purchase agreement;

7. Be aware of the employment implications of an acquisition/sale;

8. Be aware of the sources of funding open to private and public companies when acquiring private companies;

9. Be aware of the wider regulatory implication of buying and selling private companies for public limited companies;

10. Be aware of and capable of advising on any conduct issues arising in the context of sales and acquisitions; and

11. Be aware of the factors leading to the establishment of corporate groups and the associated tax and accounting implications

PREREQUISITES

Business Law and Practice – General Practice/Commercial Route

Course info

Credits 1

Level of Study Postgraduate

Mode of Study 2 years part-time
1 other options available

Department Northumbria Law School

Location City Campus, Northumbria University

City Newcastle

Start September 2021

Fee Information

Module Information

All information on this course page is accurate at the time of viewing.

Courses starting in 2021 are offered as a mix of online and face to face teaching due to the ongoing Covid-19 pandemic.

We continue to monitor government and local authority guidance in relation to Covid-19 and we are ready and able to flex accordingly to ensure the health and safety of our students and staff.

Students will be required to attend campus as far as restrictions allow. Contact time will increase as restrictions ease, or decrease, potentially to a full online offer, should restrictions increase.

Our online activity will be delivered through Blackboard Ultra, enabling collaboration, connection and engagement with materials and people.

 

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